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American Express Free Online Advertising Program Terms of Participation

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American Express® Free Online Advertising Program

Terms of Participation

Last Modified: September 20, 2013

American Express Travel Related Services Company, Inc. (“American Express,” “we” or “us”) is providing free online advertisements (“Online Ads”) to eligible American Express Card accepting small merchants as outlined in the terms and conditions contained in these American Express Free Online Advertising Program Terms of Participation (the “Terms of Participation”).

Participation in this free online advertising program (the “Program”) is governed by these Terms of Participation. The decisions of American Express with respect to the interpretation and application of these Terms of Participation – including decisions about your eligibility to apply for and receive Online Ads – will be final and binding. American Express reserves the right to modify these Terms of Participation at any time. We will indicate that changes have been made by updating the “Last Modified” date above. Your continued participation in the Program after the Terms of Participation have been modified constitutes your agreement to the modified Terms of Participation.

PROGRAM OVERVIEW

The application period for the Online Ads will begin on September 23, 2013 and continue until 11:59 p.m. ET on November 4, 2013 or until the available advertising inventory has been exhausted, whichever comes first (the “Application Period”).

In order to receive Online Ads, you must (1) satisfy the merchant eligibility criteria (detailed below), and (2) submit a complete and accurate application for Online Ads during the Application Period.

The Online Ads are anticipated to run during the period beginning October 28, 2013 and ending December 31, 2013. These dates are subject to change at American Express’s discretion and the dates that any given Online Ad may run will vary as outlined in the next section below.

APPLICATION PROCESS & ADS

To submit an application, merchants must (i) log in at the Merchant Shop Small Page, (ii) update and/or confirm their customer-facing information for the Small Business Saturday® or Shop Small® Map (which includes the online directory for online-only businesses), (iii) select at least one physical business location or service area to be identified on the map, and then (iv) follow the prompts to fill out an ad submission form (the “Ad Form”) and apply for the Online Ads.

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We will notify you within four (4) weeks of receiving your application as to whether the application has been approved or declined. American Express reserves the right to revoke its approval at any time for breach of these Terms of Participation, which will be determined in our sole discretion.

Information supplied by you and agreed to by American Express will be incorporated into your Online Ad. Each Online Ad is subject to the space, style and format requirements established by Amex and is subject to Amex’s final approval. American Express may modify the content of your Online Ad without your approval.

Online Ads will run in the fifty United States and the District of Columbia (the “Program Territory”), but the Online Ads provided to any particular merchant will be displayed only in areas within the Program Territory that are geographically relevant to their businesses. If you want to receive Online Ads in the geographic area relevant to any particular physical business location or service area, you must select that location or area to be included on the map.

American Express makes no guarantees with respect to the minimum number of impressions that any merchant will receive, the precise period of time during which your Online Ads will run, or any particular website on which your Online Ads will run. Submitting multiple ad form or multiple locations will not increase the number of ad impressions designated to your business. If you elect to include more than one physical business location or service area to the map, we will divide your designated number of impressions among those locations or areas. Ad Forms are also subject to review by the websites on which your Online Ads will run. A website may refuse to display your Online Ad at any time if it determines that the Online Ad does not comply with the applicable website’s advertising guidelines or is otherwise objectionable, as the website may determine in its sole discretion.

MERCHANT ELIGIBILITY

In order to be eligible to participate in the Program, you must (1) qualify to be included on the Small Business Saturday Map or the Shop Small Map (which includes the online directory for merchants without a physical business location), and (2) not be subject to any additional exclusions. Please note that even if you were eligible to participate in a previous free ad program, if your business does not fit within the following criteria, you will not be eligible to participate in the current Program.

Qualifications to Be Included on the Small Business Saturday Map: • You must be an American Express Card accepting merchant • You must be located in the Program Territory

o Only brick-and-mortar business locations within the Program Territory can be included

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• You must have at least one physical business location selected to appear on the Small Business Saturday Map

• You must not be part of a franchise brand with more than 100 stores. Additionally, if a franchise brand has more than 20 corporate-owned stores, then the entire brand is excluded.

• You must not be a government agency, public administration organization, charity, non-profit, trade association, shopping property management company, direct seller, or political organization

• You must not process American Express Card payments solely through a third party processor (for example, those that offer the ability to accept credit cards through a card reader attached to a mobile device) or as part of an affiliate program

• The information in your Small Business Saturday Map profile and Ad Form must be complete and accurate and must not contain profanity, obscenity or other inappropriate content or be otherwise offensive, unlawful, or objectionable, in the sole and exclusive judgment of American Express

Qualifications to Be Included on the Shop Small Map:

• You must be an American Express Card accepting merchant • You must be located in the Program Territory

o For brick-and-mortar businesses, this means that you must have at least one physical business location within the Program Territory

o For online-only businesses, this means that you must have a service area within the Program Territory

• For brick-and-mortar businesses, you must have no more than twenty five (25) locations within the Program Territory

• Your total American Express net charge volume (for all business locations or service areas within the Program Territory) for the 2012 calendar year must have been three million dollars ($3,000,000) or less; “net charge volume” is the total of your American Express charges less chargebacks, credits and applicable deductions

• You must have at least one physical business location or service area selected to appear on the Shop Small Map (which includes the online directory for businesses without a physical business location)

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• You must not be a government agency, public administration organization, charity, non-profit, trade association, shopping property management company, direct seller, or political organization

• You must not process American Express Card payments solely through a third party processor (for example, those that offer the ability to accept credit cards through a card reader attached to a mobile device) or as part of an affiliate program

• The information in your Shop Small Map profile and Ad Form must be complete and accurate and must not contain profanity, obscenity or other inappropriate content or be otherwise offensive, unlawful, or objectionable, in the sole and exclusive judgment of American Express

Additional Exclusions

Notwithstanding your qualification to appear on the Small Business Saturday Map or the Shop Small Map, if your business fits into any of the following categories, you may be excluded from receiving Online Ads:

• Businesses that manufacture, promote or sell diet aids, drugs or other pharmaceuticals, pornography, sexual aids, gambling, liquor, tobacco, firearms or other weapons, or any sensitive or controversial topic with respect to current events

• Religious organizations

MODIFICATION & CANCELLATION OF THE PROGRAM

American Express reserves the right to modify or cancel the Program at any time at its discretion without prior notice or liability to you.

DISQUALIFICATION & OTHER REMEDIES OF AMERICAN EXPRESS

Persons who tamper with or abuse any aspect of the Program, who act in an unsportsmanlike or disruptive manner or who violate these Terms of Participation, as solely determined by American Express, will be disqualified. ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, AMERICAN EXPRESS RESERVES THE RIGHT TO SEEK DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

REPRESENTATIONS & WARRANTIES; INDEMNIFICATION

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and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the foregoing (collectively, “Released Parties”) from any against any and all costs or damages (including court costs and reasonable attorneys’ fees) resulting from any action, claim or demand that may be made or brought against a Released Party (a “Claim”) arising out of or relating to participation in the Program.

NAME & TRADEMARK LICENSE

By participating in the Program, you are providing a license for the use of the name of your business, service marks, trademarks, trade names, URL and other information about your business in the Online Ad and in any advertising and promotion of the Shop Small movement, including, without limitation, Small Business Saturday and the Program by American Express and its designees.

GENERAL RELEASE

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DISCLAIMER OF WARRANTY

AMERICAN EXPRESS IS PROVIDING THE PROGRAM "AS IS" AND ON AN “AS AVAILABLE BASIS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT, SECURITY, OR ACCURACY.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL AMERICAN EXPRESS, ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, EVEN IF THEY, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RELEASED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

GOVERNING LAW

Any and all disputes, claims or actions arising out of or relating to the Program or your participation therein, including the enforcement and interpretation of these Terms of Participation, shall be governed by the substantive laws of the state of New York without regard to conflict of law principles, and shall be brought solely within the state of New York and county of New York.

DISPUTES

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preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph of this Disputes section be stricken from these Terms of Participation or deemed otherwise unenforceable, then this entire Disputes section shall be stricken from these Terms of Participation.

Enforcement: The provisions of this Disputes section may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered.

Costs of Arbitration Proceedings: The parties will be responsible for paying their respective shares of the arbitration fees (including filing, administrative, hearing and/or other fees) as provided by AAA rules, except that American Express will be responsible for paying all arbitration fees in connection with any Dispute it commences in arbitration or compels to arbitration.

THIRD PARTY BENEFICIARIES

References

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